Remuneration Information • Apr 4, 2025
Remuneration Information
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REPORT ON REMUNERATION TO EXECUTIVE MANAGEMENT AND BOARD MEMBERS FOR 2024
This report on remuneration to Executive Management (the "Report") is prepared by the Board of Directors of Aquila Holdings ASA (the "Company" and together with its subsidiaries the "Group"). The Report has been prepared in accordance with the Norwegian Public Limited Liability Act 1997 section 6-16 b, the Norwegian Regulation on Guidelines and Report on Remuneration of Leading Employees of 2020 (ForskriNj om retningslinjer og rapport om godtgjørelse for ledende personer) section 6 and the Norwegian Accounting Act section 7-31b.
The Report comprises the Company's remuneration for the Interim CEO and CFO and the members of the Board of Directors who are or have been employed or engaged by the Company in the 2024 LJnancial year. The purpose of the Report is to provide a comprehensive, clear, and understandable overview over awarded and due gross salary and remuneration to Executive Management and board members for the last LJnancial year and disclosing that the remuneration are in compliance with the Company's Remuneration Guidelines Executive Management and the Board of Director's adopted by the Company's Extraordinary General Meeting on 30 September 2021 as well as the Company's performance in 2024.
The annual general meeting in May 2024 had the following resolutions: "The General Meeting endorses the remuneration report 2023."
This report provides details, both in total and individualized, on the remuneration of the Company's Executive Management as well as the remuneration received by members of the Company's board of directors in their capacity as board members in the Company.
Remuneration for the members of the board of directors of the Company is covered in section 7 of this Report.
The 2024 Group's revenues of USD 3.9 million are lower than the previous year's revenues of USD 8.2 million. The revenues for 2024 and 2023 and are mainly related to the reprocessing of the Utsira data library.
Changes in fair value for investment in 2024 was loss of USD 1.8 million compared to loss of USD 0.3 million in 2023.
EBIT for the Group in 2024 was negative with USD 12.3 million compared to negative of USD 7.7 million in 2023. Reduced revenue, impairment of the Utsira multi-client library and a change in fair value of the earn-out contract on the sale of the node business to Magseis FairLJeld are the main drivers for the negative EBIT.
Net LJnancial items were a gain of USD 33 thousand in 2024 compared to net LJnancial expenses of USD 408 thousand in 2023.
The Group had a loss of USD 10.7 million in 2024 compared to a loss of USD 8.1 million in 2023.
Further details on the Company's performance in 2024 are presented in the Groups consolidated Annual Report for 2024.
A prerequisite for the successful implementation of the Company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company can recruit and retain qualiLJed personnel. Consequently, the Company oDžers competitive remuneration, and the Company's Remuneration Guidelines enable the Company to oDžer Executive Management such competitive remuneration. Under the Company's Remuneration Guidelines, the remuneration of Executive Management shall ensure alignment between performance and remuneration.
Further, the purpose of the executive remuneration is to align the interests between executive management and the Company's shareholders as well as stimulating a strong and enduring proLJt-oriented culture with the aim to contribute to share price growth. The Executive Management remuneration shall promote the achievement of good LJnancial results and leadership in accordance with the Company's values and business ethics. Furthermore, it shall reNJect the content and complexity of the executives' position as well as the performance of the individual.
The salary program consists of the following components:
The LJxed salary for executives shall be in line with the market level for corresponding positions in the industry and be based on responsibilities, expertise, and performance.
The variable salary program has two main components. The LJrst component is payment of a cash bonus depending on the Company's overall performance as determined by the Board of Directors. The second component is payment of a cash bonus based on the oǒcer's personal achievement, including evaluation of the oǒcer's contribution to the Company's value creation and development. These components may total up to a maximum of 100% of the LJxed salary.
A share option plan was approved by the extraordinary general meeting on 30 September 2021. The Executive Management is part of this plan.
The Company's share option plan is designed to create an ownership culture to ensure alignment between shareholders and the Executive Management. The option plan is an important tool to aǘract and retain high caliber Executive Management.
The share option plan includes the following components: A total of 5,000,000 options may be granted to members of Executive Management and other employees, as well as others with an aǒliation to the Company. Granted options vest over a four-year period with equal proportions each year, giving a right to a maximum of 5,000,000 shares in the Company, equivalent to approximately 2.1 percent of the total outstanding shares.
The Company has established a pension scheme in accordance with the Norwegian Occupation Pension Act. The pension scheme is based on a deLJned contribution pension plan for all Norwegian employees, including the Executive Management in Norway. The pension scheme covers salaries up to 12G.
The Company compensates the Executive Management and their families, as deLJned as close associates pursuant to the Norwegian Securities Trading Act section 2-5 no. 1 and 2, for health and life insurance plans in line with standard conditions for executive positions, in addition to the mandatory occupational injury insurance required under Norwegian law.
Members of the Executive Management may be oDžered beneLJts that are common for comparable positions. These beneLJts may include free telephone subscription, free broadband service, newspapers, and a personal computer. No special restrictions have been deLJned regarding other beneLJts that can be agreed on.
The Board of Directors has not granted any options to employees or others aǒliated with the Company following the power of aǘorney received 30 September 2021.
The Company has not had a variable salary program in place for the Executive Management for 2024. However, this may be implemented in future periods.
Compliance with Section 6-16b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation, which was adopted by the Extraordinary General Meeting on 30 September 2021, can be found on the Company's website www.aquilaholdings.no. The auditor's report regarding the Company's compliance with the Remuneration Guidelines is available on the website.
The Remuneration Guidelines have been implemented. No deviations from the Remuneration Guidelines have been decided and no derogations from the procedure for implementation of the Remuneration Guidelines have been made.
No remuneration has been reclaimed by the Company during the reported LJnancial year.
| 5. Table 1 below sets out the Company's total remuneration for 2024, split by categories, paid and due to each of the current or previous Executive Management. |
Total remuneration to the Company's Executive Management | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Table 1 – Total remuneration the Company's Executive Management for 2024 and 2023 |
||||||||||
| USD thousands | ||||||||||
| Name of management Executive, |
Reported Financial |
Fixed remuneration | Other | One-year | Variable remuneration Multi-year |
Extra ordinary |
Pensions | Total remune- |
Proportion of fixed and variable |
|
| position Nils Haugestad, |
year 2024 |
Base 223 |
Fees - |
Benefits 3 |
variable - |
variable - |
items - |
expenses 19 |
ration 245 |
remuneration 100/0 |
| CEO CFO *1 | 2023 | 227 | - | 2 | - | - | - | 18 | 247 | 100/0 |
| Kristian Zahl, | 2024 | 31 | - | 1 | - | - | 3 | 35 | 100/0 |
*1 Nils Haugestad started as CFO 1 April 2020, acting CEO from 3 December 2021 and as CFO from 1 November 2024
*2 Kristian Zahl started as acting CEO from 4 November 2024
If the board member resigns from his/hers position as a board member of the Company or does not make himself available for re-election in the Company Board of Directors, both vested and unvested options, shall become void and unenforceable.
If the board member otherwise must resign from the position or is not re-elected as a Board of Director's member, the board member shall retain options which have been vested on the date of the resignation from the board, but not options which have not been vested. Upon exercise of the options which vested in 2022, the board member shall pay to the Company a price per share of NOK 1.70, and upon exercise of the options which vested in 2023, the board member shall pay to the Company a price per share of NOK 1.90. These prices shall be adjusted for dividends paid to the shareholders. The options may be exercised for each vesting period and within 5 years thereaNjer. As of 31 December 2024, only one board member has options.
At the same Extraordinary General Meeting, the following was approved:
The Board of Directors has not granted any options to any employees or others aǒliated with the Company aNjer the power of aǘorney granted in the Extraordinary General Meeting on 30 September 2021.
This section describes the remuneration provided to the Company's board members in their capacity as the Company's board members.
The proposal for remuneration of the Board of Directors is, pursuant to the Company's Articles of Association, prepared by the Company's Nomination Commiǘee. The Company's board member remuneration is resolved by the Company's Annual General Meeting.
On an annual basis, each member of the Board of Directors receives a LJxed fee determined by the Annual General Meeting. Members of the Board of Directors' commiǘees receive a LJxed annual fee in addition to the ordinary board fee. In addition, travel expenses are reimbursed on account.
The Company's board members are included in the share-based remuneration programs. In the Extraordinary General Meeting on 30 September 2021, two board members of the were granted a total of 1,600,000 options, which vests over a two-year period, giving a right to purchase 1,600,000 shares of the Company, equivalent of approximately 0.67 percent of the total outstanding shares. Please refer to section 'Share Based Renumeration' in this document for further details. A summary of the Board of Directors remuneration (amounts in USD 1,000) is provided below. As of 31 December 2024, one board member has been granted options.
| Table 2 – Total remuneration of Board of Directors in the Company in 2024 and 2023 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| USD thousands | |||||||||
| Name of board member |
Positions | Period | Number of options held |
Cost for options 2024 |
Cost for options 2023 |
Number of shares held |
Type of remuneration | 2024 | 2023 |
| Chair | From 18.8.2022 From 2.7.2019 |
Regular board remuneration |
37 | 38 | |||||
| Nina Skage *1 | Board member |
to 18.08.202 |
- | N/A | N/A | 41 942 | Remuneration of the audit committee |
5 | 5 |
| Board | From | Regular board remuneration Remuneration of the audit |
26 | 26 | |||||
| Torstein Sanness | member | 23.6.2021 | 800 000 | - | 3 | 285 000 | committee | 4 | 4 |
| Ketil Skorstad | Board member |
From 18.8.2022 |
- | N/A | N/A | 16 250 000 | Regular board remuneration |
26 | 26 |
The Company was listed at Oslo Axess in 2019 and the comparable LJgures is from 2019. Prior periods comparable LJgures are not easily accessible, with other oǒcers serving in the executive management positions.
| USD thousands | |||||
|---|---|---|---|---|---|
| Annual change | 2024 vs 2023 |
2023 vs 2022 |
2022 vs 2021 |
2021 vs 2020 |
2020 vs 2019 |
| Management remuneration | |||||
| Kristian Zahl CEO *1 | N/A | N/A | N/A | N/A | N/A |
| Nils Haugestad, CEO/CFO 2 Ronny Bøhn, CEO 3 |
-1% N/A |
-8% N/A |
-10% N/A |
46% 164% |
N/A N/A |
| Svein Knudsen, CCO 4 Rick Dunlop, EVP Operations 5 |
N/A N/A |
N/A N/A |
N/A -56% |
120% -11% |
-30% -19% |
| Key financial figurs for the Group | |||||
| Multi-client late sales *6 Change in fair value of investments |
-52% -809% |
14% -102% |
31% -260% |
422% 100% |
100% N/A |
| Multi-client library, net of amortization Investments |
-17% -34% |
-10% -4% |
15% -63% |
-9% 100% |
-16% N/A |
| Average remuneration on a full-time equivalent basis of other employees, in USD thousands *7 |
146 | 135 | 131 | 166 | 139 |
| Average remuneration on a full-time equivalent basis of other employees *7 |
8% | 3% | -21% | 20% | 21% |
*1 Kristian Zahl started as CEO 4 November 2024
*2 Nils Haugestad started as CFO 1 April 2020, acting CEO from 3 December 2021 till 1 November 2024
*3 Ronny Bøhn started as CEO 8 August 2020 till 1 December 2021
*4 Svein Knudsen had a seǘlement remuneration in 2021
*5 Rick Dunlop was EVP Operations till 1 April 2022
*6 The Utsira seismic data was processed and ready for sale in Q3 2020 and therefore no multiclient late sales in 2019
*7 Figures and employees only from the Company
Nina Skage Ketil Skorstad Torstein Sanness
Chair Director Director
Kristian Zahl
Interim CEO


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